Real Estate Finance + Restructurings

Whether the strategy is to cut losses and move on, work through, step back or place bets on the future, Goodwin's real estate finance lawyers are active market participants, creatively guiding clients through the challenges of the various credit markets. We understand the complexities involved in both existing and proposed capital structures and the varying motivations of stakeholders. Our broad and deep experience allows us to counsel clients effectively as they address a variety of financing needs and opportunities in an ever-evolving, and sometimes volatile, market. As the rapid pace of technology disrupts industries around the world, we partner closely with clients to embrace the promise and potential of innovation to make a lasting impact.

We represent banks, insurers and other lenders, as well as sponsors, institutional investors, and other borrowers in a wide range of debt and debt-related matters, including mortgage and mezzanine financings and refinancings, construction loans, CMBS loans, loan assumptions, agency debt transactions, loan extensions and restructurings, negotiated workouts, foreclosure and deed in-lieu transactions, bankruptcy proceedings, and litigation. We also represent clients making investments in distressed debt. As clients work to de-leverage their holdings, we also assist in evaluations of portfolios and with sales and other capital-raising transactions.

Our global real estate finance team has extensive experience in both up and down cycles, including with:

Acquisition, construction and permanent mortgage financing for all property types

Christopher B. Price

Chauncey M. Swalwell

Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Acquisitions + Dispositions

Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets.

Capital Markets

The ongoing convergence of capital and innovation requires advisors who are fluent in both worlds. At Goodwin, we have a global team that we believe is unique in BigLaw – a team that is equally proficient in advising the innovators and the investors across the technology, life sciences, real estate, private equity, and financial industries. Companies seeking to grow, increase liquidity for their investors or reduce their cost of capital regularly turn to Goodwin. We have one of the most active capital markets and public company practices in the United States, serving as outside counsel to public companies in a range of industries and who are listed on both U.S. and non-U.S. exchanges. We combine deep industry knowledge with broad technical expertise across all equity and debt securities and alternative investment structures. Since 2010, we have advised clients in more than 600 public offerings for over $145 billion in equity proceeds. We are consistently recognized by industry publications as one of the most active and innovative advisers for capital markets transactions and public companies.

Debt Finance

Goodwin’s unique combination of deep experience serving both the innovators and investors in a rapidly-changing, technology-driven economy sets us apart. We partner with clients to embrace the promise and potential of innovation to make a lasting impact. Our Debt Finance practice represents borrowers, private equity sponsors and lenders in a broad range of financing transactions. Our Debt Finance lawyers work closely with the firm's Private Equity, Technology Companies, Capital Markets, and Financial Restructuring groups structuring, negotiating and documenting domestic and cross-border debt financing arrangements, including secured and unsecured senior, mezzanine and subordinated debt facilities, acquisition-financing transactions, working capital facilities, as well as loan workouts and restructurings.

On the borrower side, Goodwin represents private equity firms and their portfolio companies, leading public and private companies and start-ups in a wide variety of business industries. On the lender side, Goodwin’s clients include domestic and international banks, insurance and finance companies, mezzanine lenders, business development companies and other institutional investors.

Development + Permitting

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Joint Ventures

Institutional investors, owners and developers in real estate joint venture transactions face a raft of complex issues and market challenges as they invest across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the lifecycle of real estate joint ventures, from formation concerns to exit rights. And as rapidly evolving technology disrupts industries around the world, we partner with our clients and embrace the promise and potential of innovation to make a lasting impact.

Real Estate Tax

Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.

REITs and Real Estate M+A

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. And with the breakneck pace of technology disrupting industries around the world, we partner with our clients and embrace the promise and potential of innovation to make a lasting impact.

Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets.

The ongoing convergence of capital and innovation requires advisors who are fluent in both worlds. At Goodwin, we have a global team that we believe is unique in BigLaw – a team that is equally proficient in advising the innovators and the investors across the technology, life sciences, real estate, private equity, and financial industries. Companies seeking to grow, increase liquidity for their investors or reduce their cost of capital regularly turn to Goodwin. We have one of the most active capital markets and public company practices in the United States, serving as outside counsel to public companies in a range of industries and who are listed on both U.S. and non-U.S. exchanges. We combine deep industry knowledge with broad technical expertise across all equity and debt securities and alternative investment structures. Since 2010, we have advised clients in more than 600 public offerings for over $145 billion in equity proceeds. We are consistently recognized by industry publications as one of the most active and innovative advisers for capital markets transactions and public companies.

Goodwin’s unique combination of deep experience serving both the innovators and investors in a rapidly-changing, technology-driven economy sets us apart. We partner with clients to embrace the promise and potential of innovation to make a lasting impact. Our Debt Finance practice represents borrowers, private equity sponsors and lenders in a broad range of financing transactions. Our Debt Finance lawyers work closely with the firm's Private Equity, Technology Companies, Capital Markets, and Financial Restructuring groups structuring, negotiating and documenting domestic and cross-border debt financing arrangements, including secured and unsecured senior, mezzanine and subordinated debt facilities, acquisition-financing transactions, working capital facilities, as well as loan workouts and restructurings.

On the borrower side, Goodwin represents private equity firms and their portfolio companies, leading public and private companies and start-ups in a wide variety of business industries. On the lender side, Goodwin’s clients include domestic and international banks, insurance and finance companies, mezzanine lenders, business development companies and other institutional investors.

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Institutional investors, owners and developers in real estate joint venture transactions face a raft of complex issues and market challenges as they invest across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the lifecycle of real estate joint ventures, from formation concerns to exit rights. And as rapidly evolving technology disrupts industries around the world, we partner with our clients and embrace the promise and potential of innovation to make a lasting impact.

Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. And with the breakneck pace of technology disrupting industries around the world, we partner with our clients and embrace the promise and potential of innovation to make a lasting impact.

Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.